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ARTICLES OF MERGER OF CLINTON GLOBAL INITIATIVE, INC.

,

 

an Arkansas non-profit corporation

INTO WILLIAM J. CLINTON FOUNDATION

,

 

an Arkansas non-profit corporation Pursuant to the provisions of the Arkansas Nonprofit Corporation Act, the entities herein named do hereby submit the following Articles of Merger.

FIRST:

 The name and jurisdiction of the

surviving

 corporation is WILLIAM J. CLINTON FOUNDATION, an Arkansas non-profit corporation.

SECOND:

 The name and jurisdiction of the

merging

 corporation is CLINTON GLOBAL INITIATIVE, INC., an Arkansas non-profit corporation.

THIRD:

 Attached hereto as

Exhibit A

 and made a part hereof is the Agreement and Plan of Merger (the “

 Plan of Merger

”) for merging Clinton Global Initiative, Inc., an Arkansas non-profit corporation (the “

 Merging Company

”), with and into the William J. Clinton Foundation, an Arkansas non-profit corporation (the “

Surviving Corporation

”).

FOURTH:

 The board of directors and sole member of the Merging Company entitled to vote on the aforesaid Plan of Merger approved and adopted the Plan of Merger by written consent on December ___, 2012. The surviving corporation in the merger shall be the Surviving Corporation. Upon the merger becoming effective, the name of the Surviving Corporation shall  be “William J. Clinton Foundation.”

FIFTH:

 The board of directors of the Surviving Corporation approved the aforesaid Plan of Merger on December ___, 2012. Member consent was not required.

SIXTH:

 The merger of Merging Company with and into the Surviving Corporation is  permitted under the respective laws of all applicable jurisdictions and is not prohibited by the  bylaws or articles of incorporation of any party to the merger.

SEVENTH:

 The registered office of the Surviving Corporation in the State of Arkansas is located at 610 President Clinton Avenue, in the City of Little Rock, State of Arkansas, and Andrew Kessel is the registered agent of the Surviving Corporation at such address.

EIGHTH:

 The merger shall become effective on the date that these Articles of Merger are filed with the Arkansas Secretary of State.

 

[Signature Page to Articles of Merger] EAST\53663574.1

Executed on this ___ day of December, 2012.

“SURVIVING CORPORATION” WILLIAM J. CLINTON FOUNDATION

,

 

an Arkansas non-profit corporation By: _______________________________  Name: Title: President By: _______________________________  Name: Title: Secretary

“MERGING COMPANY” CLINTON GLOBAL INITIATIVE, INC.

,

 

an Arkansas non-profit corporation By: _______________________________  Name: Title: President By: _______________________________  Name: Title: Secretary

 

 

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EXHIBIT A

 Agreement and Plan of Merger